This Agreement contains the complete terms and conditions
that apply to an individual's or entity's participation in Consumer
Publishing's Reseller Program. As used in this Agreement, "we" means
Consumer Publishing, "you or reseller" means the applicant.
"Program" means Consumer Publishing's Reseller Program,
"fees" means sales commission that we pay you for sales you
generate. "Site" means a World Wide Web site and, depending on the
context, refers either to Consumer Publishing's [www.consumerpublishing.com or
www.consumerauto.com] site or to the site that you will link to our site.

2. Enrollment:

To begin the enrollment process, you will submit a complete
Program application (including this agreement with your dated signature) via
our site and/or facsimile, and the original sent to us by hand-delivered mail.
We will evaluate your application and will notify you of your acceptance or
rejection. We may reject your application if we determine (in our sole
discretion) that your site is unsuitable for the Program. Unsuitable sites
include, but are not limited to, sites that: promote sexually explicit
materials, promote violence, promote discrimination based on race, sex,
religion, nationality, disability, sexual orientation or age, or promote
illegal activities that may violate intellectual property rights. If we reject
your application, you are welcome to reapply to the Program at any time. After
you have been approved, you will be provided with a reply (via email) which
will give you specific linking instructions.

3. reseller
program:

Reseller agrees to include a link(s) anywhere on its
network of sites that points directly to Consumer Publishing's web site. We
will make available banners, buttons or other creatives for you to link from.
We will process all orders placed by individuals who follow special links from
your site to the ConsumeAuto.com and/or ConsumerPublishing.com order page. We
reserve the right to reject orders that do not comply with any requirements
that we periodically may establish. This may include but is not limited to
credit card orders that do not receive address verification or which we
believe to be fraudulent, etc. We will be responsible for all aspects of order
processing and customer service. We will track the sales from individuals who
use special links from your site to our site and will make available reports
summarizing this sales activity. At the end of each quarter, you will receive
a commission check based upon the productivity of your referred traffic
subject to the descriptions set forth in Section 4 of this agreement. To
permit accurate tracking, reporting, and fee accrual, you must ensure that the
links between your site and our site are properly connected to http://www.consumerpublishing.com/shop

All fees and payments stated herein exclude, and you shall
pay, any federal, state or local income tax, related to your performance,
obligations or exercise of your rights under this Agreement and any related
duties, tariffs, imposts and similar charges, exclusive of taxes based on your
net income. You shall be responsible for any and all misuse or apparent misuse
of the Program. Compensation payable to you on account of misuse or apparent
misuse shall be suspended or refunded to Consumer Publishing upon request
and/or deducted from accrued commissions. Consumer Publishing will notify
reseller of such actions.

4. Commission fees:

To generate a commission, an individual customer must
follow special links from your site to Consumer Publishing's order page and
subsequently, in the same visit, purchase one of our publications. We will pay
you fees based on thirty percent (30%) of the retail price of each of our
publications. Subject to a minimum amount described in Section 5 below, we
will pay you commission fees as follows:

$2.98 each for The Used Car Buyer's Manual: ISBN 0964778009
(retail $9.95)

$2.38 each for The Used Car Buyer's Manual II: ISBN
0964778017 (retail $7.95)

Consumer Publishing may (at its sole discretion) increase
or decrease the above fees, but not without 30 day written notice to the
reseller.

5. Payment schedule:

We will pay you commission fees on a quarterly basis.
Approximately 30 days following the end of each calendar quarter, we will send
you a check for the commission fees earned during that quarter, less any taxes
that we are required by law to withhold. However, if the fees payable to you
for any calendar quarter are less than $50.00, we will hold those fees until
the total amount due is at least $50.00 or (if earlier) until this Agreement
is terminated. If, for any reason, we issue a credit to a customer that was
referred by the reseller, we will deduct the corresponding fee from your next
quarterly payment. If there is no subsequent payment, we will send you a bill
for the fee.

6. Policies and
pricing:

Customers who purchase our publications through this
Program will be deemed to be customers of Consumer Publishing. Accordingly,
all Consumer Publishing rules, policies, and operating procedures will apply
to those customers. We may change our policies, pricing, and operating
procedures at any time.

7. Reseller
Responsibilities:

You will be solely responsible for the development,
operation, and maintenance of your site and for all materials that appear on
your site. For example, you will be solely responsible for the technical
operation of your site and all related equipment linking to our site, as well
as ensuring that materials posted on your site do not violate or infringe upon
the rights of any third party (including, for example, copyrights, trademarks,
privacy, or other personal or proprietary rights) and ensuring that materials
posted on your site are not libelous or otherwise illegal.

8. Limitation of
Liability; Disclaimer:

It is mutually acknowledged that data entry, communication
and storage are subject to a possibility of human and machine errors,
omissions, delays, and losses, including inadvertent loss of data or damage to
media, which may give rise to loss or damage. Neither party hereto undertakes
any liability to the other for any such errors, omissions, delays, or losses.
Further, Consumer Publishing does not assume liability for the products
offered or sold to its visitors.

WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR
CONSEQUENTIAL

DAMAGES (OR ANY LOSS OF REVENUE, PROFITS, OR DATA) ARISING
IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING
WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL
COMMISSION FEES PAID OR PAYABLE TO YOU UNDER TO THIS AGREEMENT.

9. Warranties:

Consumer Publishing shall use its best commercially
reasonable efforts to provide in good faith the web site content described in
this Agreement and to work with reseller to establish and maintain links to
Consumer Publishing web sites. No other warranties are provided other than as
contained in this Agreement or any schedule hereto.

ALL INFORMATION OR CONTENT TO BE OFFERED OR FURNISHED BY
Consumer PublishinG, INCLUDING WITHOUT LIMITATION Consumer PublishinG
ADVERTISEMENTS AND BRAND MARKS, THE WEB SITE CONTENT IS BEING OFFERED OR
FURNISHED ON AN "AS IS" BASIS. Consumer PublishinG MAKES NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING SUCH INFORMATION. Consumer
PublishinG SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES,
INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE,
OR MERCHANTABILITY OR AGAINST INFRINGEMENT. Consumer PublishinG SHALL IN NO
EVENT BE LIABLE FOR ANY DAMAGES OR LOSSES, INCLUDING WITHOUT LIMITATION
DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES
RESULTING FROM OR CAUSED BY SUCH INFORMATION, INCLUDING WITHOUT LIMITATION
FROM ANY INABILITY TO ACCESS OR USE SUCH INFORMATION, DELAYS IN OPERATION OR
TRANSMISSION, DELAYS IN UPDATING, MODIFYING OR AMENDING SUCH INFORMATION,
COMMUNICATIONS LINES FAILURE, OR ANY ERRORS OR OMISSIONS IN THE FORM OR
CONTENT OF SUCH INFORMATION. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE
OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE
LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

10. indemnification:

Each party agrees to indemnify, defend and hold harmless
the other party and its shareholders, directors, officers, employees, agents
and affiliates from and against any and all claims, actions and proceedings
(including but not limited to reasonable attorneys fees and expenses),
damages, judgments, settlements and costs incurred in connection therewith)
that arises out of or relates to any breach or omission by such indemnifying
party with respect to its obligations under this Agreement or rising out of
the negligence or willful misconduct of such party in connection with the
performance of its duties hereunder. Any person claiming any right of
indemnification under this Agreement ("Indemnified Party") as a
result of a Third Party Claim shall notify the party from whom indemnification
is sought (the "Indemnifying Party") pursuant to the provisions
hereof (a "Claim Notice"), specifying the nature of the claim, and
giving notice of any fact upon which the Indemnified Party intends to base a
claim for indemnification hereunder. The Indemnifying Party shall have 30 days
(or, if shorter, a period to a date not less than the date when a responsive
pleading or other document is required to be filed giving effect to any
available extension) (the "Notice Period") to notify the Indemnified
Party (a) whether or not it disputes its liability for indemnification of the
Third Party Claim and (b) if liability is not disputed, whether or not it
desires to defend the Indemnified Party. If the Indemnifying Party elects to
defend by appropriate proceedings, such proceedings shall be promptly settled
or prosecuted to a final conclusion in such a manner as is reasonably
calculated to avoid any risk of damage to the Indemnified Party, and all costs
and expenses of such proceedings and the amount of any judgment shall be paid
by the Indemnifying Party.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE
TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME
(DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER ORDERS ON TERMS THAT MAY DIFFER FROM
THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR
COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY
OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION,
GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

11. ARBITRATION OF DISPUTES:

Each of the parties hereby expressly waives any right to
a trial by jury in any action or proceeding to enforce or defend any power,
right, privilege or remedy under or in connection with the agreement, and
agrees that any such action shall be subject to binding arbitration by a
neutral arbitrator, unless the party initiating the action wishes to pursue
the action in Ventura county, California small claims court. Any binding
arbitration shall be conducted in accordance with the rules of either
Judicial Arbitration And Mediation Services, Inc. /Endispute (JAMS/Endispute)
or the American Arbitration Association (AAA), whichever the initiating
party of the arbitration selects. The parties may agree in writing and
signed by authorized representatives of both parties to use different rules
and/or arbitrator(s). In all other respects, the arbitration shall be
conducted in accordance with Part III, Title 9 of the California Code of
Civil Procedure. Judgment upon the award rendered by the arbitrator(s) may
be entered in any court having jurisdiction thereof. The parties shall have
the right to discovery in accordance with Code of Civil Procedure §1283.05

NOTICE: BY SIGNING THIS AGREEMENT YOU ARE AGREEING TO
HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE ARBITRATION
OF DISPUTES PROVISION, OTHER THAN THOSE ACTIONS FILED IN SMALL CLAIMS
COURT, DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU
ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN
A COURT OR JURY TRIAL. BY SIGNING THIS AGREEMENT YOU ARE GIVING UP YOUR
JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFCALLY
INCLUDED IN THE ARBITRATION OF DISPUTES PROVISION. IF YOU REFUSE TO
SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED
TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE.
YOUR AGREEMENT TO THIS ARBTITRATION PROVISION IS VOLUNTARY.

12. ATTORNEYS FEES & COSTS:

In any action, proceeding, or arbitration between the
parties arising out of this agreement, the prevailing party of the two shall
be awarded costs of litigation and reasonable attorney fees from the
non-prevailing party. For small claims matters the reasonable attorney fees,
if any, for representing the prevailing party related to any such dispute
prior to filing the small claims case shall not exceed $500.00.

13. CHOICE OF LAWS, JURISDICTION AND VENUE:

This Agreement will be governed by the laws of the United
States and the State of California, without reference to rules governing
choice of laws. Any action relating to this Agreement not submitted to
arbitration must be brought in the State Courts located in the State of
California, Ventura County and you irrevocably consent to the jurisdiction of
such court. Any action relating to this Agreement submitted to binding
arbitration, will have the Arbitration take place in Ventura County, unless
the arbitration parties specifically agree in writing and signed by authorized
representatives of both parties to another location.

14. Terms of the
agreements:

The term of this Agreement will begin upon our acceptance
of your Program application along with your dated signature on this Agreement.
Either party may terminate this Agreement at any time, with or without cause,
by giving the other party written notice of termination. You are only eligible
to earn commission fees on orders originating during the term of this
Agreement. We may withhold your final payment for a reasonable time to ensure
that the correct amount is paid.

15. Modification:

We may modify any of the terms and conditions contained in
this Agreement, at any time and in our sole discretion, by posting a change
notice or a new agreement on our site. Modifications may include, for example,
changes in the scope of available commission fees, fee schedules, payment
procedures, and Program rules. We will send you notice via email and U.S.
mail, to the most recent address we have, alerting you to a change in the
Agreement. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS
TO TERMINATE THIS AGREEMENT WITHIN THIRTY (30) DAYS OF THE DATE THE NOTICE WAS
SENT TO YOU. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING
OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING
ACCEPTANCE OF THE CHANGE.

16. Relationship of
parties:

Consumer Publishing and linked Resellers are independent
contractors, and nothing in this Agreement will create any partnership, joint
venture, agency, franchise, sales representative, or employment relationship
between the parties. You will have no authority to make or accept any offers
or representations on our behalf. You will not make any statement, whether on
your site or otherwise, that reasonably would contradict anything in this
section.

17. termination of
agreement:

Either party may terminate this agreement at any time for
any reason by notifying the other party by u.s. mail and email, to the other
partys last known addresses.

18. Miscellaneous:

You may not assign this Agreement, by operation of law or
otherwise, without our prior written consent. Subject to that restriction,
this Agreement will be binding on, inure to the benefit of, and enforceable
against the parties and their respective successors and assigns. Our failure
to enforce your strict performance of any provision of this Agreement will not
constitute a waiver of our right to subsequently enforce such provision or any
other provision of this Agreement. This Agreement supersedes all prior
agreements, promises, covenants, arrangements, communications,
representations, or warranties, whether oral or written, by any officer,
employee, or representative of any party hereto. No amendment hereof except
for those set forth in Paragraph Fifteen (15) of this document shall be
effective unless in writing and signed by authorized representatives of both
parties

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the